"Yo Tommy, wait up buddy." I yelled at my best friend when I saw him heading down the sidewalk.

"Get the lead out of your butt." He laughed as he turned around to face me.

"Geez, what's your rush?" I panted when I caught up to him.

"Hey its Friday, I want to get as far away from school as I can." he replied.

We both laughed at that statement. He complained about the math test we had that afternoon. I told him that I thought I did pretty good on it but was worried about the spelling test. He said that I should take his math test and he would take my spelling test. He reasoned that way we both would pass with flying colors. I punched his arm playfully saying that I wished it was that easy.

"Heck, I don't even want to talk about school." he said.

"What do you want to do this weekend?" I asked.

"Why don't you sleep over tonight, mom and dad are going out so I'm sure they would like the idea of someone with me."

"Cool, I'll ask mom when I get home."

We walked side by side in silence. I had known Tommy since before kindergarten. We were both 11 almost 12. Our birthdays were about a month apart. Tommy was tall and lean. He had shaggy brown hair that touched the collar of his shirt. His body was fit and thin. His face was free of any acne and he had almost a pinkish glow around his cheeks. I was a little shorter than Tommy. I guess I am about 10 pounds heavier than him too. Although I'm just as fit as he is because we are both on the same little league team. I have red hair that I keep cut short. I hate the freckles on my face but I've been told I have the prettiest green eyes. As a boy, I don't really like that comment all that much.

"Hey do you want to eat at my house, then we can go to your house afterwards?" I suggested.

"Yeah, that works. I'll check when I get home." Tommy answered.

We lived on the same street, three houses from each other. We reached my house first. Tommy and I went in the kitchen door and found my mom making cookies.

"Just in time." She smiled as we walked in "Would you boys like to have a couple while they're still warm?"

"Sure Mrs. Phillips, thanks." Tommy answered for both of us.

I got some milk from the fridge pouring two glasses full. I asked mom if Tommy could eat with us then for me to sleep at his house tonight. She said that it was okay with her and she would call Tommy's mom to check with her. We both thanked her then began to eat the freshly made cookies. Mom wiped her hands on her apron and called Tommy's mom. After a short conversation she told us that Tommy would eat here then we would go to his house for the night. Tommy and I gave each other a high five making mom laugh out loud.

After a big supper of spaghetti and meatball, garlic bread and ice cream for dessert, I grabbed my backpack that I had packed earlier and we headed for Tommy's house.

"Hi Billy." Tommy's mom said when she saw me following Tommy inside.

"Hi Mrs. Jacobs."

Tommy's dad came into the kitchen and gave him a list of phone numbers where they could be reached if need be. He set a few rules that were pretty much self explanatory. No friends over, don't go anywhere and don't burn the house down. Tommy and I both laughed at the last part. They told us to be good and they would be home between 12 and 1 a.m. His mom reminded us to be sure to take a shower before we go to bed.

"Cool, we have the house to ourselves for about 6 hours." Tommy giggled. His mom reminded us to be sure to take a shower before we go to bed one more time.

"Yeah, just remember what I said." His dad said seriously but smiling.

They each kissed Tommy on the forehead and his dad ruffled my short hair. We stood in the doorway waving as they drove off down the street. Tommy shut the door asking me what I wanted to do. I told him that I really didn't care. He asked me if I wanted to watch TV. I asked him if he had any movies we could watch.

"Hey, I know where dad hides a couple of dirty movies, want to watch one?"

"No way, really, dirty movies? Heck yeah, lets watch one." I said excitedly.

"Okay, wait here." he said as he ran down the hallway.

Tommy came back in a few minutes holding two videos. He sat next to me on the couch showing me the packages. They both showed naked women and men. Some were old like our moms and some were young, maybe like 18 or something. I couldn't believe that I was going to see a real dirty movie. Tommy told me to pick one. I just stared at the pictures on the box. He jabbed me with his elbow telling me to pick. I picked the one that had a naked woman and two naked guys on the cover. Tommy put it in the DVD player than came back sitting next to me.

"This is going to be so cool." He said as the movie started.

"Way cool." I added.

We sat mesmerized as the two guys got right down to business by undressing the woman. Her boobs fell out of her bra and bounced up and down. Next one of the guys pulled her pants and underwear off.

"Holy Cow, she don't have any hair down there." I said in surprise.

"Gee, I thought all grown-ups have hair down there." Tommy said.

"Me too."

Tommy and I watched as the two guys began to rub her all over with their hands. We each giggled when they began to suck on her boobs. She spread her legs apart and one of the guys began to rub her between the legs. The other guy pulled his pants down and put his dick right by her mouth. She opened her mouth taking his dick into her mouth.

"Wow look, she sucking his dick." I said in awe.

"I bet that really feels good, look at his expression." Tommy said softly.

Both of us stared at the TV screen watching the guy with his eyes closed tightly begin to push his dick in and out of her mouth. Meanwhile the other guy had moved down between her legs and was licking her between the legs.

I wiggled on the couch trying to position my now hard little cock so it would be sticking my shorts out. I noticed that Tommy was wiggling too.

"This is making my dick stiff." I giggled.

"Me too." he giggled with me.

"Just think, in a few years we will be doing that stuff." I told Tommy.

"No kidding, I can't wait, I just bet it feels so good."

We watched in silence listening to the moans and groans coming from the TV. We both leaned forward when the one that licking her stopped and pushed his dick into her. He began to pound his cock in and out faster and harder making her groan loudly around the other man's dick.

"I have to pause it Billy. I need something to drink."

When he said that, I realized just how dry my mouth was. I told him to brink one back for me. He told me to follow him and bring back the chips. We walked out to the kitchen to get our snacks.

"So what do you think so far?" he asked.

"It's just too cool."

"You got that right, I can't wait to see what it feels like."

"Tommy, have you ever done anything like that yet?" I asked.

"Heck no, I wish I did but I haven't." he replied? "Have you?"

"Nah, I tried doing it with my hand but I guess I wasn't doing it right because I didn't feel anything special."

"Yeah me too, I heard some guys bragging at the park about how they rub themselves to feel good. I didn't feel anything either."

"Let's go back and watch some more." I suggested.

Tommy and I went back to the family room and he hit the play button as soon as we were settled in with our snacks. We ate our chips and sipped our soda's as the guy continued to screw the woman. The guy that had his dick in her mouth began to really make a lot of noise. Suddenly he pulled his dick out and began to rub it with his own hands. Tommy and I stared open mouthed as he shot out some stuff that the woman called cum. He aimed it right at her mouth. She ended up with a mouthful of the stuff. She showed her mouthful for the camera then swallowed it all down. She licked her lips telling him that he tasted so good. Tommy and I looked at each other in total surprise. Then we heard the other guy grunt loudly. He pulled his dick out of her and squirted all his stuff over her belly. She rubbed it into her skin then licked her fingers clean.

"Wow, that was neat huh?" I said softly to Tommy.

"It sure was, I wonder how old you have to be to shoot that cum out." he wondered out loud.

I just shrugged my shoulders. I was watching what was happening on the TV. The woman told the two guys that she wanted to do it some more. They said that they were too soft. She told them to get each other hard. The two guys moved close to each other and began to kiss each other. We could see their tongues touching and everything. Tommy and I didn't say a word, as we watched the two guys kissing. Their hands moved over each other's bodies. They each took hold of the other one's dick and began to rub it. It wasn't long before both of them were hard and stiff again.

"OH MY GOD." Tommy screeched as they moved around and began to suck each other's cocks.

"Holy crap, look, they sucking each other." I said in shock.

"I wonder if they'll shoot that cum in each other's mouth." Tommy said.

"I don't know, I wonder what its like to do that." I said before I realized I said it out loud.

"Me too." he answered me without thinking.

We both looked at each other when we realized what we just said to each other. Each of us giggled out of embarrassment before we turned toward the TV again. I couldn't believe what I saw. The woman got on her hands and knees. One of the guys was under her licking her between her legs. She moaned loudly telling him to eat her pussy. The other guy stuck his dick inside of her. It was unbelievable, the guy was pushing his dick in and out of her while the other guy was licking his dick each time he pulled it out of her. Every so often he would pull his dick completely out and the other guy would suck it for him. He would push it back in and it would start all over again.

"I can't believe this." Tommy whispered as he adjusted his shorts.

"No kidding." I said as I adjusted my shorts too. "I'm so hard."

"Me too Billy, I don't think I've ever felt this hard before."

"Now what." I said as I looked back at the TV and saw them moving around.

"Jesus, look at that." Tommy said in shock.

The guy pulled his dick out of her pussy and began to rub it against her butt hole. He spread her butt cheeks apart with his hands and pushed his hard dick into her butt hole.

"No way, look." I said as I pointed toward the TV at the other guy as he got behind the guy and began to lick his butt hole.

"That has to be fake." Tommy said as he watched.

"Yeah, probably." I answered.

We watched as he spread the man's butt cheeks and began to stick his tongue right against the hole. We both let out a squeal as his tongue slid into the man's butt.

"That's got to be gross." I said but I couldn't take my eyes off of the screen.

"How can anyone do that?" Tommy agreed but I noticed that his eyes were staring at the screen too.

We continued to watch as the man stopped licking the other guy's butt and put his stiff dick against his butt hole. We both held our breaths as he began to push. Suddenly his whole cock slid into the man's butt. We heard the guy let out a loud moan and tell the guy to start fucking his ass. The man would slam his hard cock into the guys ass hole making that man's cock go deep inside the woman's pussy. It was almost comical to watch but also it made both of our preteen cocks stiff as could be. They went at it for about 5 minutes before the guys began to shoot their cum. When they each pulled out, Tommy and I could see the cum run out of the holes they just fucked.

Tommy and I looked at each other when the movie ended. Tommy shook his head saying that he couldn't believe that the guy actually licked the man's butt hole. I told him that it must be fake, I reasoned that he would get real sick from that. Tommy said we should go look on line to see if we could find out if people actually do that kind of stuff. He removed the movie from the DVD player and went to take the movies back to where he got them. When he got back we fired up the computer to see what we could find.

"Here, see, anal sex, click on that link." I told him as I pointed at the screen. He clicked on the link, opening a page that talked all about the joys of anal sex. We read and then reread the article.

"Well, I guess I was wrong. It must have been real. It says if you wash real good before that it is safe." I said in amazement.

"Yeah, but I would think it would still taste gross." He giggled.

"Yeah, no kidding."

"Why don't we take a shower then play a game or something." he suggested.

"Okay, who goes first."

"I don't care. Hey want to shower together?" he stated while kind of looking down.

"Sure, why not. No big deal." I said.

We went to his room. He had a door in his bedroom that opens into the hallway bathroom. We've see each other naked before when we slept over before but we've never showered together. We were both nervous about doing this for some reason. I pulled my t-shirt over my head tossing it on the bed. I pulled my shorts and boxers down, stepping out of them. I pulled my socks off and stood before my best friend naked as could be. My preteen cock was standing out stiff as could be. Tommy smiled at me then shed his clothes. We walked naked to the shower. He turned the water on setting the temperature to a nice warm flow. It was a nice sized shower stall with a seat built into the corner. He went in first and followed close behind. His cock was just as stiff as mine. He was cut just like I was and we were about the same length. Neither of us had any hair there yet. He lathered up his hands then handed me the soap.

"Hey, want to wash each other?" I laughed.

"Really, I was going to suggest that but thought you might think it weird."

"Hey, we're friends right." I giggled.

'You bet buddy." he said as he began to wash my chest.

When his hands moved over my chest it sent a shiver through my body. I never knew that I could feel good when someone touched my nipples. I did to him what he was doing to me. I felt s shiver go through his young body when I ran my hand over his little nipples. We both giggled nervously as we rubbed each others chest. We spent a long time washing each others chest because I think we were afraid to move our hands down. I took a deep breath and began to move my hands lower on his body. I was shaking a little as my hand moved down toward his stiff preteen dick. Tommy followed my movement by moving his hand down my body too.

"Billy, will you touch me down there?" He whispered heavily. "I want to see what its like, I'll touch you too."

"I was planning to Tommy, I want to see what it feels like."

I reached out and took his hard cock in my hand. I heard him moan softly as I gripped it tightly in my hand. It felt so hard but soft too. I could feel just how hot it was even in the shower. Suddenly I felt his hand on my own cock. I gasped in pleasure as he squeezed my dick in his hand.

"Billy, can we stop for now. Let's finish our shower and do this on the bed. I think I might fall down in here." He chuckled.

"Yeah me too, it feels so good."

We washed each others cocks thoroughly. I used my hands to turn him around so I could wash his back. He put his hands on the shower wall as I washed his back. When my hands moved to his butt cheeks he turned his head looking at me.

"Hey, it says on the internet to wash real good." I told him as I ran my soapy finger down his butt crack.

He spread his legs to give me more room. He bent over even farther when my finger touched his wrinkled rosebud. I wiggled my finger over his tight hole telling him that I had to be sure it was clean. I pushed against it gently and felt him open up letting my finger slip in to the first knuckle.

"AAAAAAHHHHHHHH, Oh Billy, I feel it inside of me." He groaned.

I wiggled it around a little more before pulling it out. I looked down at my finger and saw that it was clean. I thought it would be brown and yucky but it wasn't.

"My turn, turn around Billy." he ordered.

I switched places with him. I put my hands on the wall like he did. Tommy started on my shoulders and worked his way down my back. It felt nice to have someone wash me. When I felt his hands on my butt, I held my breath in anticipation. His finger ran down my crack stopping at my tight brown butt hole. I let out my breath slowly as he wiggled his finger against it. I felt the pressure as he tried to push it in. I took a deep breath and tried to relax. A loud moan left my lips when the tip eased into my preteen butt.

"AAAHHHHHHH, wiggle it Tommy, OOOHHHH God it feels good."

He wiggled the tip of his finger inside of my butt hole. I spread my legs farther apart and pushed back hoping more of his finger would go inside. He pulled his finger out saying that we had better get out before the water turns cold. He turned the water off and opened the shower door. I stepped out first grabbing the towel that was on the vanity. He followed right behind me taking the other towel. We quickly dried ourselves then walked naked back to his room. He shut the door and joined me sitting on the edge of his queen sized bed.

"Billy, are you sure you want to do this?" he asked looking at me.

"Yeah, don't you?"

"I do, but I'm kind of scared too."

"About what Tommy?" I asked.

"Isn't it gay to do this kind of stuff, what if we like it?"

"I guess it is a little gay but we are just experimenting to see what it feels like." I reasoned.

"I guess so. What should we do?" he wanted to know.

"I don't know, what do you want to do?"

"I want to touch you again and.........maybe.........you know........like maybe suck your cock." he said blushing brightly.

"I want to do that to you too." I told him. "And........well if.......if you want........I.........I'd.........lick your butt hole."

"Really, you would do that?" Tommy asked in shock.

"Well yeah, but only if you wanted me to."

"Sure, I don't mind and I guess if you can do it then I can too."

"Billy, would.........I mean would you......can I............can we......do you want to try to put our cocks in each others butt?"

I laughed when I heard that. He asked me what was so funny about that. I told him that I was just going to ask him the same thing.

"Tommy, lets just do like they did in the movie. Let's kiss and all that stuff."

"Okay Billy, but we have to promise not to say anything to anybody about what we do."

"I promise."

"Me too."

"Have you ever kissed anyone besides you mom and dad?" I asked him.

"Uh-uh, you?"

"No, me either."

We looked at each other nervously. I grabbed him by the shoulders and pulled him close to me. I wet my lips with my tongue and put my lips on his. His lips were dry and closed tight. I pulled back telling him to wet his lips a little and then relax. He smiled weakly but licked his lips. He took a deep breath and put his lips on mine. His lips were now moist and kind of soft. I was surprised to feel his tongue on my lips. I opened my mouth so he could push his tongue into my mouth. He moved his tongue all around the inside of my mouth. I was surprised at how soft his tongue was when I sucked on it. Tommy moaned softly in my mouth as I sucked his tongue. He pulled his tongue out allowing me to push mine into his mouth. His mouth was so moist and warm. I ran my tongue all around his mouth feeling each of his teeth. I couldn't help but moan when he started sucking on my tongue. We were hugging each other tightly as we kissed deeply.

"Wow, that was so neat." I told Tommy when we finally parted.

"It sure was, look at how hard I am." he said pointing to his rock hard cock.

"Me too, I'm so hard it hurts."

"Do you want me to do it to you first?" He asked.

"Hey its your house and it was your movie, I'll do it to you first." I told him.

He seemed almost relieved that it wasn't him going first. I pushed him down on the bed and climbed on top of him. I put my lips back on his shoving my tongue deep into his mouth. His arms wrapped around me as we kissed. He sucked hard on my tongue as we kissed again. I could feel out cocks touching and it made me shiver slightly. I moved my lips from his lips to his chin. I kissed his neck then down to his flat chest. I licked each of his boy nipples. He moaned softly when my tongue flicked over his nipple. I sucked each one, nipping it with my teeth. I found that he really liked it when I pulled his nipple with my teeth. My dick was so hard it hurt. I never felt like this before. All these feelings that we both were feeling were completely new to both of us. I moved my hand down to his rigid cock as I sucked his nipples.

"AAAAAAAAAAAHHHHHHHH Billy, OOHHHHH I feel so strange, so good but so strange."

I couldn't wait any longer. I wanted, no it was more like I needed to suck his cock. I had never thought of doing what I was about to do. I kissed and licked my way down his belly to his waist. I stopped so I could moved between his legs. He told me to wait for a second or two. He propped himself up so he could watch what I was doing to him. I wrapped my hand around his 11 year old cock. It was so hot and hard in my hand. I moved closer and I could smell his scent. It wasn't bad, but it was different. I looked up at my best friend, asking him if he was ready. He nodded his head slowly. I moved my face closer and ran my tongue over the tip of his cock. He flinched at the touch of my tongue. I licked the head of his cock all over with my tongue. I opened my mouth pushing his cock head into my mouth. I closed my lips around his dick and began to suck.

"AAAAAAWWWWWWW Billy, OOOOHHHH God, OOOHHH suck it, Oh suck it Billy."

I smiled as much as I could with a cock in my mouth at the sound of his pleasure. His cock tasted of bath soap. I began to move my mouth up and down on him. He grabbed my head in his hands and humped his hips up forcing more of his cock into my mouth. I circled the head of his dick with my tongue as I sucked it. I could feel all the bumps and ridges in his cock as I sucked on it. He begged me not to stop. I was happy that I was making my best friend feel so good. I used my hand to massage his hairless ball sack too. I began to move my mouth up and down his preteen cock shaft faster and faster.

"AAAAAAAAAAHHHHHHHHHH, Billy, something is going to happen, I feel so.......so........EEEEEEEEEOOHHHHHHHHHHHHHH." He screamed

Suddenly his dick got a little bigger then I felt the warm cum shooting into my mouth. It was kind of salty and really thick but I swallowed every drop of it. He must have shot at least six or seven strong shots before it just kind of oozed out of his hole. I sucked and licked until there was no more coming out. I moved up putting my sticking lips on his. I shoved my cum coated tongue into his mouth letting him taste his own cum.

"How did that feel Tommy?" I asked when our lips parted.

"Unbelievable, that's how, just unbelievable."

"I guess I did okay then, huh?"

"Billy, you did great, I felt so good. Just wait. you'll see."

I rolled over on my back spreading my legs open. Billy moved on top of me. He put his lips on mine, pushing his tongue into my mouth.

"I can still taste my cum in your mouth." he said smiling at me.

"It tastes okay, I didn't mind swallowing it all." I told him.

"I'll do the same for you buddy, its only fair."

He kissed me again. He only kissed for a short time before he began to kiss down my body. I was anxious to see what it would feel like to have him kiss my nipples. He seemed to like it when I sucked his. When his lips locked on to my nipple, I found out that I really like the feeling of that. It sent shivers all the way down to my dick. He switched from one nipple to the other. I held his head tight against my chest as his tongue worked over my tiny nipple. I couldn't help but moan in disappointment when he pulled his lips away and began to kiss down my belly. I kept my eyes on him as he moved between my legs. He reached out taking my cock in his hand. He slowly pumped his hand up and down my hardness. He put his tongue at the base of my cock and licked up the length of it. He circled my spongy head with the tip of his tongue. He wiggled it against my pee hole making me shiver in delight. Then he opened his mouth taking half of my stiff cock into it. He closed his lips around it sucking gently while using his tongue too. I sighed heavily as he began to move up and down.

"AAAAAAAAAHHHHHH Tommy, I.........I........I love this, OOOHH don't' stop sucking me."

He didn't answer but he did begin to suck harder and faster. His hand moved to my nut sack and began to rub them gently. My hips seemed to have a mind of their own, they began to jerk up at his face making more of my dick go into his mouth. He shocked me when he moved his fingers to my butt crack. I could feel his finger moving up toward my tight rear hole. I groaned out loud when his finger found it. Tommy flicked his fingertip across my ass hole making me moan even louder. My cock seem to get even harder from this. I was feeling things that I never know I could feel.

"UGH, OOHHHH GOD, UGH, UGH, OOOOOOOOHHHHH Tommy." I cried out as his finger slowly slid into my butt.

"Does it hurt, do you want me to take it out." he asked in concern.

"NO." I almost shouted. "Heck no, it feels really good Tommy."

He went back to sucking my very hard preteen cock again. His finger felt huge in my ass but it also felt so good. He slowly pushed more of it inside of me. I was in heaven, my young body was going into overload from all the new feelings.

"It's all the way in Billy, my finger is all the way up your ass as far as I can get it." He told me. "Does it really feel good."

"Heck yeah, just wait till I do it to you." I told him. "Suck me Tommy, come on suck me till I shoot."

He pushed my cock back into his mouth and began to suck hard and fast on it. His finger also started to move in and out of my 11 year old ass. I just knew that I wouldn't last long from all this.

"AAAAAAAAAWWWWWWW, don't stop, faster Tommy, push your finger in faster, AAAAAHHHHHHHHHH, I'm going to cum Tommy, I'm cumming, OOOHHHHHHH God I'm cumming." I screamed as my legs stiffed out and my back arched off the bed.

My cum shot out of my dick so hard that it actually hurt. Tommy swallowed fast and often trying to keep my cum from leaking out around my dick. I was humping my hips up to his mouth as I continued to spew my hot sticky cum in my best friends mouth. I finally fell back down on the bed and relaxed a little. Tommy licked and sucked my softening cock clean before he sat up.

"Man did you ever shoot a lot of cum." He smiled licking his lips.

"Sorry buddy, but it felt so darn good."

"Hey, I didn't say I minded, I loved it, your cum tastes great."

He moved up and put his sticky lips on mine. I pushed my tongue into his mouth tasting my cum for the first time. I couldn't tell the difference between his and mine. Both of our cum tasted thick and salty but still good.

"I thought I was going to die when you put your finger in my ass. It felt so darn good."

"I wasn't sure you'd like it."

"I can tell you that I did, that's for sure."

We laid side by side kissing and running our hands over each other. Tommy asked me when I thought we would be hard again. I told him that I had no idea. Since this the first time for both of us. He suggested we go get something to eat and a soda. We walked naked down the hall to the kitchen. We sat at the table with a plate of cookies and some milk in front of us. We talked about what we just did and how much we both enjoyed doing it. When the cookies were gone and the glasses of milk were empty we decided to go back to his room. As we walked down the hall I noticed that my dick was beginning to get stiff again. I looked over at Tommy and saw that his dick was getting hard too.

"I guess the snack worked, we are getting hard." He said as we climbed back on the bed.

"Let's try the other thing." I said.

"Okay, who goes first?"

"I don't care, as long as we both get a chance."

"Since you sucked me first, I guess its only fair that you get to feel what it's like to have a cock in your ass." Tommy reasoned.

"I don't care buddy, that's fine with me."

He told me to get on my hands and knees and he would be right back. He jumped off the bed as I got into position. Tommy came back into his room with a jar of Vaseline. I put it on the bed next to me, then climbed back on the bed. He moved behind me looking at my preteen butt. He began to rub his hands all over my butt cheeks. Ever so often he would move his hand down to my hard cock and give it a few strokes. Each time he did that I would let out a long sigh letting him know that I enjoyed it. He ran a finger up my butt crack and began to play with my hot tight hole. I felt his warm moist lips on my ass cheek. He kissed and licked all around my cheeks as he teased my puckered hole. I let out a loud gasp as his tongue moved into my ass crack. I held my breath as his hot wet tongue worked its way up to my ass hole.

"AAAAAAAWWWWW my God, OOOHHHH Tommy, OOOOHHHH." I cried out when his tongue touched my butt hole for the very first time.

His tongue flicked across my brown hole making me wiggle my butt back at him. Tommy grabbed my hips and pulled me closer to his face. He stiffened his tongue and began to push it against my tight hole. I felt little electrical shocks through my body as he tried to get his tongue inside of me.

I grunted each time he stabbed at my hole, not in pain but in pleasure and also in frustration because it would go in. After a few minutes I felt the very tip of his tongue begin to ease into me. I held perfectly still so I wouldn't accidentally make it fall out. He pulled my hips harder and I felt more of his tongue slip inside of my young ass hole.

"AAAAAAAHHHHHHHHHH, OOHHHH Tommy, OOOHHHHH I love this, it feels so good." I moaned loudly to him.

His tongue wiggled inside of my ass making me cry out in absolute joy. He started to push it in and out. I begged him not to stop. He didn't listen and soon pulled his tongue out of my hot ass hole. I moaned out my disappointment.

"Let me put some of this on you and put a finger in." Tommy said as he reached for the Vaseline.

First I felt the coolness of the grease then I felt the pressure as his finger pushed against my tight opening. I grunted a few times but then his finger slipped inside of me. He slowly pushed until it was all the way inside of my preteen butt. I sighed happily as feelings of pleasure washed over me.

"UUGGGHHHH." I grunted when he pushed two fingers into me.

It didn't hurt but I felt it was really stretching my ass hole. Soon I had two of his fingers all the way inside of me. He would push them in deep, wiggle them around then pull them almost all the way out before he repeated the process.

"AAAAAAHHHHHH harder Tommy, do it harder, OOOHHHH yeah." I pleaded.

"Billy, my dick is so hard, I want to put it in now, okay?"

"Do it Tommy, put your cock in my ass and do it, just hurry, it feels so good."

He pulled his fingers out of my greased hole smearing some of the Vaseline from his fingers onto his hard cock. I groaned loudly when I felt the head of his dick touch my hole. He grabbed my hips and slowly pulled me back pushing his hard 11 year old cock into my ass hole.

"AAAAAAAHHHHHHHHHHHHHHH, all the way in Tommy, don't stop till its all in."

I felt his small nut sack hit my butt. I let out a long loud sigh. He asked me if it hurt at all. I assured him that the only thing I felt was pleasure. I told him that this was the best feeling ever. I told him to look at my cock for proof. My dick was as stiff as it could possibly be. I asked him what if felt like to have his cock inside of me. He told me that I was so tight and so hot that it was hard not to shoot his cum right away. He held his dick deep inside of me telling me to let him know when I wanted him to move. I swear I could have stayed like this forever. I wiggled my ass signaling him to start moving. He began by pulling is dick out just an inch or so then pushing it back in. We both moaned our pleasure at the feelings coursing through our young bodies. He started to pull more out before pushing it back into me.

"How does it feel Billy?"

"It.......it feels......Oh feels so good." I moaned. "I guess this is what they call fucking."

"I guess so, I'm fucking your ass Billy." He laughed as he plowed his cock deep into my butt.

"Oh yeah, Oh yeah Tommy, fuck my ass buddy, fuck it good and hard." I urged him. "Fuck me fast and hard Tommy, it feels better that way."

Tommy held my hips tighter and began to pound his preteen cock in and out of my ass. Each time he shoved it all the way in, it sent a jolt of pure pleasure through me. My cock twitched with each hard thrust of his cock in my ass. I could feel the same feeling I felt before just before I shot my cum. I wondered if I could shoot my cum without even having my cock touched.

"OOOHHHH Billy, it feels so good, I think I'm going to shoot pretty soon."

"I might too Tommy, I think I'm going to shoot too." I cried out as he plowed in and out of my ass.

"AAAAAAAAHHHHHHHHHH, I'm cumming Billy, OOOHHHHH God I'm cumming in your ass." He screeched.

"Do it, I want to feel it squirt in my butt."

"AAAAAAAAWWWWWWWW, yeah." He groaned as the first blast of his hot sticky cum shot up my ass.

"OOOHHHHHHH I'm cumming too Tommy, OOOHHHHH Jesus, I'm cumming without even touching myself."

Tommy kept plowing into my as he unloaded his cum. I could feel each hot spurt of his cum as it went deep inside of my ass. Each time he spurted it seemed that I did too. I made a huge puddle on his sheets.

"Oh God Billy, that felt so good." he said as his soft dick slipped from my cum filled ass hole.

"It felt good for me too. I could feel each spurt of your cum."

"Nice mess on my bed pal." He laughed as he looked down at his sheets.

"Sorry." I said blushing.

"Hey, no problem. We can throw them in the wash and tell mom that we spilled soda on it."

"I want to try it now Billy, can you get it hard again so you can fuck my ass."

"I don't know Tommy, I think we should take a shower and I think I need to poop."

I walked to the bathroom and sat on the toilet. I let out a blast of air then all his cum flowed out of my hole. Tommy got the shower going and I joined him inside. We washed each other just like before. Our dicks were still soft when we got out of shower. Tommy suggested we grab another snack and maybe that would help. We walked naked to the kitchen again. We had a few more cookies and washed them down with some milk. We cleaned up the little mess we made then headed back to Tommy's room. We climbed onto his bed and laid on our sides facing each other.

"Do you think you can do it now Billy, I really want to see what it feels like?"

"I don't know, I'm still soft." I told him as I looked down at my soft preteen cock.

"Let me suck it for you, I bet you'll get hard."

"Okay, that might work." I said smiling at the prospect of getting my cock sucked again.

I rolled onto my back spreading my legs wide for him. He moved between my legs and pushed my soft dick into his warm mouth. As soon as he closed his lips around me I could feel myself getting stiff. Tommy sucked gently on my dick as he massaged my small nut sack.

"See, that didn't take long." he said giggling letting my dick fall from his mouth.

"It sure didn't, you suck pretty good." I laughed.

"Come on, lets do it. I want to see what it feels like." he said impatiently.

Tommy moved from between my legs and moved up to the top of the bed. He got on his hands and knees wiggling his ass and telling me to hurry up. I slapped his ass with my hand laughing and telling him to slow down and enjoy. I noticed that his cock was just as stiff as mine. He saw where I was looking and told me that he was hard just thinking of having my cock up his ass hole.

I moved behind him and looked at his smooth butt cheeks. I rubbed my hands over the smooth skin of each cheek. I would use my hands to spread the cheeks apart giving me a glimpse of his puckered little hole. I heard a soft moan come from Tommy each time I did that. I was a little nervous about licking him back there. I didn't know what it would taste like and thought that I should have asked him. I bent my head down to the crack of his butt and tried to smell for anything bad. All I could smell was the smell of the bath soap we used earlier. I ran a finger down his crack making him gasp when I touched his wrinkled hole. I bent down and kissed his smooth ass cheek. I licked and nibbled on each of his perfect butt cheeks.

"OOOHHHH Billy, stop teasing, I want it feel you in me." he whined.

I took a deep breath to build up my courage before I ran my tongue up his crack. I couldn't smell anything bad so I continues until I felt the wrinkles of his butt hole. I quickly pulled my tongue back into my mouth to see if it tasted nasty. I couldn't taste much of anything. Maybe just a trace of something tart but not unpleasant. I quickly put my tongue against his ass hole and began to push against it. I could feel the heat as the tip worked its way into his ass. I spread his cheeks even farther apart with my hands as I pulled him closer to me. My tongue slid deeper inside of him.

"AAAAWWWWWWW God Billy, OOOOOHHHHHH lick me, lick my ass hole, lick it deep." He moaned wiggling his ass on my face.

I started to push my tongue in and out of his tight hole. It was so hot and soft inside. Tommy was breathing hard and begging for me to keep doing it. I kept it up for a few more minutes before I decided he was ready for the next step.

I reached over to the jar of Vaseline and put a glob of it on his tight puckered hole. I slowly began to push my finger against the opening. At first nothing happened but then the hole began to spread open just like a flower blooming. I watched in amazement as my finger began to disappear into his preteen ass hole. It seemed like his butt sucked my finger in. It slid all the way in until it would go any farther.

"AAAAAAAAAHHHHHHHHH, OOOHHHHH you were right Billy, this feels great."

I pulled my finger out and quickly added a second one. I slid both fingers deep in him. He let out a long loud moan. I wiggled both of them when they were all the way inside of him. He was pushing his butt back at my hand trying to get my fingers deeper. I decided to try something on him. I pulled my fingers out and added a third one. I slowly pushed three fingers into him.

"UUUUGGGGHHHH, OOOOOHHHHH Billy, OOOHHHHHHH so big, OOHHHHHHHH yeah, I feel so full, AAAAAHHHHHHHHH, go slow Billy, go slow."

I knew that it had to be uncomfortable for him so I took it really slow. I pushed my three fingers slowly but steadily. He was huffing and panting like an old locomotive but he never complained or asked me stop. It took several minutes but I managed to get my three fingers all the way into his preteen ass hole. His ass was squeezing my fingers almost painfully so I could only imagine what he was feeling. I wiggled them around then I started to pump them in and out. He grunted loudly each time I pushed them all the way in. I picked up speed and soon I was plunging my fingers into Tommy hard and fast.

"Oh, Oh, Oh, Oh, Oh, Oh, Bil.......Bill.......Billy, OOOOHHH God."

I pulled my fingers out of his ass. I watched as his ass hole stayed open for a several seconds before it slowly began to close shut. I could see deep inside of his ass during that time. I coated my cock with the grease that was on my fingers. I put the tip of my hard dick against his puckered hole.

It didn't take much pushing for my cock to begin to slip inside of his preteen ass hole. I told him to tell me if he wanted me to stop for a few minutes. He shook his head telling me to just keep pushing it in. I grabbed him by the hips and pulled him back as I pushed forward. My stiff 11 year old dick slid all the way into his young body. When my nuts were resting against his ass I told him that I was all in.

"Don't move Billy, I just want to enjoy the feeling of your cock all the way inside of me." he panted.

I held still, rubbing my hands around his butt cheeks. Every so often Tommy would wiggle a little then moan out loud. I finally had to tell him that I couldn't wait forever. I told him that he was so hot and tight that I would probably shoot without ever moving in him.

"Go Billy, fuck me, I want to feel you fuck me fast and hard."

I pulled my cock out of his ass leaving just the tip inside. I grabbed his hips and slammed back into him.

"AAAAAAAAAHHHHHHHHHHHHHHHHHHH,Jesus Billy, OOOHHHH God, that was awesome." He cried out.

I was slamming my cock in and out of his ass as fast and as hard as could. My balls were slapping against his butt. Tommy was pushing back to match my thrusts.

"Billy, I........I think.......I think I'm going to cum soon." he cried out.

"Wait for me to cum Tommy, wait for me." I told him.

I was dripping sweat on his butt as I pounded in and out of his ass. I could feel my balls begin to tingle and knew what was coming. I slowed down taking long slow strokes.

"I'm going to cum Tommy, get ready to feel my cum shoot up your ass."

"Oh yeah Billy, do it, fill my ass with your hot cum."

I shoved my cock in as far as it would go and held it there as I began to pump my cum up his ass.

"I feel it Billy, I feel it, OOOHH its so hot."

I started to move inside of him as I continued to fill his ass with my cum.

"AAAAWWWWW I'm cumming too Billy, OOHHHHH God I'm cumming."

He grunted out with each spurt of his cum. He shot so hard that I could actually hear it splattering on the sheets mixing with mine.

I held my cock deep inside of him even after I finished pumping my cum. I loved the tightness and the heat of his young ass. It wasn't long before my dick began to shrink and slip from his butt.

I watched a small stream of my cum ooze out of his ass hole. He rolled over onto his back I moved up over him putting my lips on his. His tongue slowly pushed into my mouth as he hugged me tightly.

"You're right Billy, that was about the best feeling ever. Let's keep doing that whenever we can." He said when we broke off the kiss.

"That's okay by me, I love having your cock up my ass."

"Let's get this place cleaned up before mom and dad come back." He said looking at the clock. "We have about a hour and a half.

When his parents came home, we had the sheets washed and put back on the bed and we were pretending to be asleep when they opened the bedroom door to check on us. We heard his mom tell hid dad that since we were sleeping they could have some fun tonight. They closed the bedroom door leaving us alone.

Tommy and I could hear them about 10 minutes later. We heard his mom giggle and then groan and his dad grunting. We knew what they were doing. Tommy asked if I wanted to shoot one more time. I told him that I was always ready to shoot. He suggested we suck each other at the same time. We got into a 69 position and began to suck each other's hard cock. We played with each other's ass hole with our fingers as we sucked each other. Tommy was the first to shoot his thick hot cream down my throat. While I was swallowing the last of his cum I began to unload my balls into his hot mouth. He drove his finger all the way up my ass making me shoot even more and harder too. I grunted softly each time he shoved his finger into my preteen ass. We licked each other cleaned. I turned around kissing him so we could taste our own cum on each other's tongues.

"Billy, you're the best friend a guy could have."

"You to Tommy, I hope we can do this all the time."

We did in fact do it many many times. Whenever we could find a few minutes alone we would suck each other off, If we were lucky to get time alone for longer, we would plow our cocks into each other's ass. We did this all through our teens and have even hooked up after we were both married. We've talked about maybe getting our wives involved. How cool would that be? I guess time will tell.

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